Corporate Bylaws Resolutions range from amending the company bylaws to organizing and assigning officers to special committees. NOTICES Title in header may be bolded. Yes, corporate bylaws can be amended at any time by following amendment procedures listed in the bylaws. Download. In interpreting these Bylaws, except where the context otherwise requires, (a) “including” or “include” does not denote or imply any limitation, (b) “or” has the inclusive meaning “and/or,” (c) the singular includes the plural, and vice versa, and each gender includes each other gender, (d) captions or headings are only for reference and are not to be considered in interpreting these Bylaws, (e) “Section” refers to a section of these Bylaws, unless otherwise stated in these Bylaws, and (f) “day” refers to a calendar day unless expressly identified as a business The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before any meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged alphabetically, and showing the address of each shareholder and the number of shares held by each shareholder. 2. 8.1 Fiscal Year. Subject to any limitations imposed by Applicable Law, any director may be removed from office at any time (i) with cause by the affirmative vote of the holders of ____________ percent of the voting power of all then-outstanding shares of capital stock of the Corporation entitled to vote. Unless otherwise provided by law or in the Corporation’s Articles of Incorporation, and subject to other provisions of these Bylaws, each shareholder shall be entitled to one (1) vote on each matter, in person or by proxy, for each share of the Corporation’s capital stock that has voting power and that is held by such shareholder. The Corporation may also have and maintain an office or  principal place of business at such place as may be fixed by the Board of Directors of the Corporation (also, the “Board”), and may also have offices at such other places, both within and without the State of ____________, as the Board may from time to time determine or the business of the Corporation may require. File Format. The list shall be open to the examination of any shareholder for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days before the meeting, either at a place in the city where the meeting is to be held, which place must be specified in the notice of the meeting, or at a place in the city of the Corporation’s registered office in ____________. 3.7 List of Stockholders. That is because the subsequent bylaws have to line up with these missions and ethos. CORPORATE BYLAWS OF 4.12 Organization. Except as otherwise provided by law, ____________ percent of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. The statement of purpose explains the main purpose the corporation was set up for. Bylaws only require a simple majority for passage. No transfer shall be made which is inconsistent with any provision of law, the Articles of Incorporation for the Corporation, these Bylaws or, if one exists, a Shareholder Agreement or other agreement which restricts transfers of the Corporation’s stock. 7.2 Dividend Reserve. Appoint a different sub-committee to check and vouch for the consistency of your bylaws. Each director shall be at least eighteen (18) years of The directors need not be residents of the state of incorporation.  The directors shall be elected by the shareholders at the annual meeting of shareholders by the vote of shareholders holding of record in the aggregate at least a plurality of the shares of stock of the Corporation present in person or by proxy and entitled to vote at the annual meeting of shareholders. This agreement is generally drafted by members of the LLC (also referred to as owners) who use this as a legally binding document for potential future disputes among members. Missouri 26. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate and Applicable Law, if any, may be declared by the Board. A duly executed proxy shall be irrevocable only if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. DATE. 2.4 Corporate Seal. Nonetheless, there are some common pieces of information that these laws comprise regardless of the variations of the. 7.1 Declaration of Dividends. Church Affiliation Bylaws Template. Bylaws Templates 04. The Board may, but shall not be required to, adopt a corporate seal. DIRECTORS Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting of all members of the Board or committee, as the case may be, with the written consent of a quorum of the Directors, such writing or writings to be filed with the minutes or proceedings of the Board or committee. A. GRS means GRS Investment Club, formed as a General Partnership on BEGINNING DATE and more fully described in the … No transfer shall be made which is inconsistent with any provision of law, the Articles of Incorporation for the Corporation, these Bylaws or, if one exists, a Shareholder Agreement or other agreement which restricts transfers of the Corporation’s stock. The list shall also be produced and kept available at the time and place of the meeting, for the entire duration of the meeting, and may be inspected by any shareholder present at the meeting. Get a proper insight into a church bylaws document including aspects like church affiliation … Name: _________________________ (b) If a special meeting is properly called by any person or persons other than the Board, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by certified or registered mail, return receipt requested, or by telegraphic or other facsimile transmission to the Chairman of the Board, the Chief Executive Officer, or the Secretary. Such report shall include a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year, accompanied by  any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation. Maryland 21. (a) Subject to any employment contracts that may be in place, all officers shall hold office at the pleasure of the Board and until their successors shall have been duly elected and qualified, unless sooner removed. … MISCELLANEOUS Arkansas 5. 5.3 Execution of Instruments. 2.4 Corporate Seal. Subject to any limitations imposed by Applicable Law, any director may be removed from office at any time (i) with cause by the affirmative vote of the holders of ____________ percent of the voting power of all then-outstanding shares of capital stock of the Corporation entitled to vote. The action must be evidenced by one or more written consents, describing the action taken, signed and dated by the shareholders entitled to take action without a meeting, and delivered to the Corporation at its registered office or to the officer having charge of the Corporation’s minute Shareholders may take action on a matter at a meeting only if a quorum exists with respect to that matter. All contracts, checks, drafts or demands for money and notes and other instruments or rights of any nature of the Corporation shall be signed by the President and/or such other officer or officers as the Board of Directors may from time to time designate. 6.3 Transfer. Complete the document. It is essential that they are followed to the letter to avoid unnecessary conflicts. 4.5 Removal. ARTICLE 12. NOTICES. Microsoft Word … One or more shareholders may participate in a meeting of shareholders by means of conference telephone, videoconferencing, or similar communications equipment by means of which all persons participating in the meeting can hear each other. North Carolina 34. Save - Print. 2.2 Other Offices. How does it work? 1. Transfers of shares shall be made on the books of the Corporation upon surrender and cancellation of the certificates therefore, if any, endorsed by the person named in the certificate or by his or her legal representative. If such notice is related to a shareholder meeting, the notice shall specify the place, day, time of the meeting and the purpose of and general nature of the business to be transacted at such meeting. 9.1 Indemnification. Document templates are very easy to use, because they are designed in a simplistic layout. An annual report details all corporate activities from the previous fiscal year. 4.10 Conference Call. Section 1. 4.3 Vacancies. Meetings of the Board of Directors may be called by any director or the President on five (5) days’ notice to each director, either personally or by telephone, express delivery service, email, or facsimile transmission, and on ten (10) days’ notice by mail (effective upon deposit of such notice in the mail). The action must be evidenced by one or more written consents, describing the action taken, signed and dated by the shareholders entitled to take action without a meeting, and delivered to the Corporation at its registered office or to the officer having charge of the Corporation’s minute. The board of directors will fix the location of the principal executive office of the corporation at any place within or outside the State of [STATE].Section 2. A new certificate or certificates may be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. Any director may resign at any time by delivering his or her notice in writing or by electronic transmission to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board. Download. Articles of Incorporation are required by law, and must be filed with the Secretary of State where the corporation was formed. The Corporation may also have and maintain an office or  principal place of business at such place as may be fixed by the Board of Directors of the Corporation (also, the “Board”), and may also have offices at such other places, both within and without the State of ____________, as the Board may from time to time determine or the business of the Corporation may require. The specific details of its objectives can be listed out for … Meetings of the stockholders may be held at such place, either within or without the State of ____________, as may be determined from time to time by the Board. Alabama 2. Make the public of the laws for the sake of instilling trust and credibility to the parties who transact business with the firm. Your corporation will be governed by the laws of this state. You can use an LLC Bylaws Template for your LLC. The books, accounts, and records of the Corporation, except as may be otherwise required by the laws of the State of ____________, may be kept outside of the State of ____________, at such place(s) as the Board may from time to time determine. The Secretary shall act as secretary of the meeting. (d) The Treasurer shall be the chief financial officer of the Corporation, shall have responsibility for the custody of the corporate funds and securities, shall keep full and accurate records and accounts of receipts and disbursements in books belonging to the Corporation, and shall keep the monies of the Corporation in a separate account in the name of the Corporation. Home Legal Documents Corporate Bylaws. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all lawful acts and things, subject to any limitations set forth in these Bylaws or the Articles of Incorporation for the corporation. Copyright 2020 Legal Templates LLC. The following are the concepts associated with a corporation. PDF; Size: 212.0 KB. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before any meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged alphabetically, and showing the address of each shareholder and the number of shares held by each shareholder. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate and Applicable Law, if any, may be declared by the Board. After filling in blanks, please remove all underlining and italics.   (a) Any action required to be taken or which may be taken at any meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shareholders entitled to vote were present and voted. The notice shall specify the purpose of such meeting. Directors shall be entitled to such compensation for their services as may be approved by the Board, including, if so approved, by resolution of the Board, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board and at any meeting of a committee of the Board. Minnesota 24. You don’t need bylaws if your business was formed using a limited liability operating agreement or partnership agreement. 3.6 Voting Rights. ____________ percent of the total number of authorized directors shall constitute a quorum for transaction of business. Easily create your free Corporate Bylaws … While you may have corporate (working) offices anywhere, your registered office must be located in your state of incorporation. Principal Executive or Business Offices. bylaws. Any one person may hold any number of offices of the Corporation at any one time unless specifically prohibited therefrom by law. Voting need not be by written ballot. The Board may adopt such rules and regulations for the … CERTIFICATE At every meeting of the Board, the Chairman of the Board, or, if a Chairman has not been appointed or is absent, the President (if a director) shall preside over the meeting. SAMPLE ORGANIZATION. The registered office of the Corporation in the State of ____________, is ____________, ____________, ____________ ____________.  The registered agent of the Corporation is ____________ at ____________, ____________, ____________ ____________. ARTICLE 8. Except as otherwise provided by law, the Board will determine whether, to what extent, and the conditions upon which the books, accounts and records of the Corporation will be open to the inspection of the stockholders of the Corporation. 5.2 Tenure and Duties of Officers. ____________ percent of the total number of authorized directors shall constitute a quorum for transaction of business. For example, the statement of purpose for an airline company could be “The operation of aircraft and the transportation of passengers, cargo, and mail by air.”. Louisiana 19. If the notice is sent by mail it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail. A Director need not be a Stockholder. 24. (b) Whenever any written notice is required by law, or by the Articles of Incorporation or by these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The salaries and other compensation of the officers of the Corporation shall be fixed by or in the manner designated by the Board. Attendance of a person, either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully convened or called. You have to specify this Membership as well for all to see. Once you have developed the constitution and bylaws… Any director may resign at any time by giving written notice to the Board or the Secretary. (b) Whenever any written notice is required by law, or by the Articles of Incorporation or by these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE 1. 4.1 Powers. The Board shall cause an annual report to be sent to each stockholder of the Corporation not later than ____________ days after the close of the Corporation’s fiscal year. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election (provided a quorum exists). A constitution usually requires a 2/3 vote of the membership for adoption. The registered office of the Corporation in the State of ____________, is ____________, ____________, ____________ ____________.  The registered agent of the Corporation is ____________ at ____________, ____________, ____________ ____________. Corporate bylaws are typically used when restructuring a business as a corporation. A new certificate or certificates may be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The registered office is the official address (a physical location) of your corporation. They should be followed by the exact offices of the firms. not by statute, or by these Bylaws, directed or required to be exercised or done by the Stockholders. The Treasurer shall provide to the President and directors, at the regular meetings of the Board, or whenever requested by the Board, an account of all financial transactions and of the financial condition of the Corporation. The fiscal year of the Corporation shall be the calendar year. They also determine, to a large extent, the nature of the laws you eventually put in place. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate and Applicable Law. The act of a majority of directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as provided by law, the Articles of Incorporation, or these Bylaws. You should draft this agreement if you want to specifically define your business terms. Except as otherwise provided by law, any vacancy in the Board of Directors occurring by reason of an increase in the authorized number of directors or by reason of the death, withdrawal, removal, disqualification, inability to act, or resignation of an acting director shall be filled by the majority of directors then in office and notice of a shareholder meeting shall be provided to the shareholders for the purpose of electing a director to permanently fill such vacancy. All provisions under the Statutes and these Bylaws relating to meetings, action without meetings, notice, and waiver of notice, quorum, and voting requirements of the Board of Directors shall apply to such committees and their members. Colorado 7. If such notice is related to a shareholder meeting, the notice shall specify the place, day, time of the meeting and the purpose of and general nature of the business to be transacted at such meeting. Keep an appropriate tone and use understandable vocabulary. Choose this template. We dedicate the breadth of this article to that. There has to be a way for these conflicts to be addressed and handled as they come. The list shall be open to the examination of any shareholder for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days before the meeting, either at a place in the city where the meeting is to be held, which place must be specified in the notice of the meeting, or at a place in the city of the Corporation’s registered office in ____________. The Corporation is organized under the ____________ Statutes and except as otherwise provided herein, the Statutes shall apply to the governance of the Corporation. Participation in this manner shall constitute presence in person at such meeting. No business may be transacted at such special meeting otherwise than specified in such notice. Participation in this manner shall constitute presence in person at such meeting. Illinois 14. Each director present shall have one vote, irrespective of the number of shares of stock, if any, he or she may hold. 3.1 Place of Meetings. Shareholders may take action on a matter at a meeting only if a quorum exists with respect to that matter. 4.8 Action Without a Meeting. Except as otherwise provided by law, the Board will determine whether, to what extent, and the conditions upon which the books, accounts and records of the Corporation will be open to the inspection of the stockholders of the Corporation. If no such specification is made, it shall be deemed effective at the pleasure of the Board. Georgia 11. 2. 7.2 Dividend Reserve. 2.1 Registered Office and Registered Agent. Bylaws define the management structure of a corporation and explains the powers, responsibilities, and voting rights of the directors, managing officers, and shareholders. Seal. 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It is the board of directors that basically governs the organization. Sample Organization will be the name of this organization. 5.1 Officers. INDEMNIFICATION AND INSURANCE The stockholders shall also have power to adopt, amend, or repeal these Bylaws (or any provision hereof). The Board shall cause an annual report to be sent to each stockholder of the Corporation not later than ____________ days after the close of the Corporation’s fiscal year. At every meeting of the Board, the Chairman of the Board, or, if a Chairman has not been appointed or is absent, the President (if a director) shall preside over the meeting. Unless the Corporation consents in writing to the selection of an alternative forum, the courts of the State of ____________ shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the Applicable Law, the Certificate, or these Bylaws, or (d) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine. Taken from a wide range of existing formats used by chambers, the most important provisions for a solid set of bylaws … Connecticut 8. ARTICLE 4. A Corporate bylaws template outlines the rules of an organization and how it will operate. Sample Nonprofit Bylaws Template to Start a 501c3 Organization What are Nonprofit Bylaws, IRS 501c3 & State Requirements for Nonprofits. If the notice is sent by email or facsimile, it shall be deemed to have been given at the date and time shown on a written confirmation of the transmission of such facsimile communication. Use of this site is subject to our Terms of Use. Sample Investment Club Bylaws [Download as MS Word .doc] I. DEFINITIONS. ARTICLE 6. 3.2 Annual Meeting. The notice shall specify the purpose of such meeting. Whenever shareholders are required or permitted to take any action at a meeting, a written notice (including by email) of the meeting shall be provided to each shareholder of record entitled to vote at or entitled to notice of the meeting, which shall state the place, date, and hour of the meeting, as well as the purpose or purposes for which the meeting is called. 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